Verba, Inc.

Terms of Service

You must agree to the following terms of service in order to use the site.

This is a legal agreement between you, the potential user of this website ("you") and Verba, Inc., and where applicable, its principals (collectively, "Verba"). Your use of this website ("Site") or any of the products and services offered on this Site (collectively, the "Services") is conditioned on your acceptance without modification of these Terms of Service ("Terms"), notwithstanding any terms separately agreed to in writing between you and Verba in any Master Subscription Agreement or otherwise (in each case, a "Separate Subscription Agreement"). Please read these Terms carefully. If you do not understand these Terms or do not agree to be bound by them, you must immediately leave the Site and cease using the Services. Verba may at its sole discretion modify these Terms at any time and such modifications will be effective immediately upon being posted on this Site. The most current version of these Terms can be accessed through the "Terms of Service" link at the bottom of the Site. You agree to review these Terms periodically, and your continued use of the Site and Services after the posting of modifications constitutes your affirmative agreement to abide and be bound by the Terms, as modified.

Changes to the Site

Verba reserves the right to modify or discontinue any of the Services and material displayed on or offered through the Site, with or without notice to you, and is not obligated to support or update the Site or Services.

Eligibility

Use of the Site and Services is void where prohibited. You shall comply with all applicable local, state, federal and national laws, statutes, ordinances and regulations regarding the use of the Site and Services. You represent and warrant that all registration information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You must be a resident of the United States of America, at least 18 years of age and have Internet access to use the Site and Services. While individuals between the ages of 13 and 18 may utilize the Site and Services, they may do so only with the involvement of a parent or legal guardian who shall be jointly and severally responsible for your obligations under these Terms. If you are 13 or older but under the age of 18, you should review these Terms with your parent or guardian to make sure that you and your parent or guardian understand and agree with these Terms.

By using this Site or the Services, you represent and warrant that you are at least 13 years old and are otherwise legally qualified to enter into and form contracts under applicable law. If you are an individual using this Site or the Services on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.

Registration and Account Rules

You do not need to provide any personal information to use the Site and Services. However, you shall permit Verba to store and use any personal data provided by you for purposes of maintaining your account, account state and/or contacting you. In addition, you agree to comply with the following terms:

You shall maintain your account with up-to-date information;

You shall be responsible for maintaining the confidentiality and security of your account;

You shall immediately report any unauthorized use of your account to Verba, as well as any other breach of security;

You shall not share any passwords with any other person; and

You shall not assign, sell or transfer your account to any other person.

Cancellation

Verba reserves the right to terminate or suspend your access to the Services or Site, with or without cause, at any time and effective immediately. Reasons Verba may terminate or suspend your account shall include, but are not limited to, the violation of any of these Terms.

You may cancel your Verba account at anytime, and cancellation will be effective immediately. To cancel your account, contact us.

Privacy Policy

Cookies

Verba may place a cookie or other small text file on any computer from which you access the Site or Services and you consent to that placement.

Objectionable Material

You understand that by using the Services you may encounter content that may be deemed objectionable, obscene or in poor taste, which content may or may not be identified as having explicit language. You agree to use the Services at your own risk and that Verba shall have no liability to you for content that you may find objectionable, obscene or in poor taste.

Proprietary Information

You agree that the Site and Services, including but not limited to graphics and editorial content, contain proprietary information and material that is owned by Verba and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Site and Services in compliance with these Terms. Except as expressly provided under these Terms, no portion of the Site or Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or Services in any unauthorized way whatsoever. You agree not to use automated mechanisms to access the Site or Services.

The trademarks, logos and service marks (collectively, the "trademarks") displayed on the Site or in connection with the Services, unless otherwise specified, are the registered and unregistered trademarks of Verba or their respective owners. Nothing contained on the Site or Services shall be construed as granting, by implication or otherwise, any license or right to use any trademark displayed on the Site or in connection with the Services without the express written permission of the trademark owner.

Claims of Copyright Infringement

Verba respects the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed;

A description of where the material that you claim is infringing is located on the Site;

Your address, telephone number, and e-mail address;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Software Available on the Site

All software that is made available on the Site is the copyrighted work of Verba and/or its suppliers and is licensed, not sold. Your use of any such software is governed by the terms of the license agreement, if any, which accompanies or is included with the software. You may not install or use any software that is accompanied by or includes a license agreement unless you first agree to the terms of the license agreement. For any software not accompanied by a license agreement, Verba hereby grants you a non-exclusive, revocable, personal, non-transferable license to use the software solely in connection with the Site and Services in accordance with these Terms. You understand and agree that any material, including but not limited to downloaded software, required or automated updates, modification, reinstallations, or software otherwise obtained through the use of the Site is done at your own discretion and risk and that you will be solely responsible for any damages or loss of data to your computer system or portable devices that may result from any such material.

You will not disassemble, decompile or reverse engineer the software. You acknowledge that the software and any accompanying documentation is subject to applicable export laws and regulations of the United States. You agree not to export or re-export the software, directly or indirectly, to any countries that are subject to United States export restrictions.

Your license to use the software terminates upon the termination of your access to the Site or Services. Your license to the software may also terminate if Verba, in its sole discretion, modifies the Site or Services to no longer support the software.

Third-party Intellectual Property Notices

Portions of the Site and Services supplied by Books In Print®. Copyright 2010 R.R. Bowker LLC. All rights reserved. All rights in images of books or other publications are reserved by the original copyright owners.

Portions of the Site and Services operated in association with Amazon. Amazon and the Amazon logo are trademarks of Amazon.com, Inc. or its affiliates.

Disclaimers of Warranties

THIS SITE, ITS CONTENTS, AND ANY SOFTWARE, PRODUCTS, AND SERVICES OFFERED OR CONTAINED HEREIN ARE PROVIDED ON AN "AS IS" BASIS AND ON AN "AS AVAILABLE" BASIS. VERBA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THIS SITE, ITS CONTENTS, OR SUCH PRODUCTS AND SERVICES, INCLUDING ANY PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES ON THE SITE, AND DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ERROR-FREE OR UNINTERRUPTED SERVICE, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, CURRENCY AND COMPLETENESS ARISING FROM OR RELATING TO THIS SITE, ITS CONTENT OR ANY LINKS, ANY SOFTWARE, TOOLS, TIPS, PRODUCTS OR SERVICES PROVIDED THROUGH THIS SITE. IN ADDITION, VERBA DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE OR CURRENT. PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

Limitations on Liability

NOTWITHSTANDING ANY PROVISION SET FORTH IN A SEPARATE SUBSCRIPTION AGREEMENT, IN NO EVENT SHALL VERBA, ANY OFFICER, AFFILIATE, DIRECTOR, SHAREHOLDER, AGENT, PRINCIPAL, CONTRACTOR OR EMPLOYEE OF VERBA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND THIRD PARTY CLAIMS), ARISING OUT OF OR IN CONNECTION WITH: THIS SITE; ANY MATERIALS, INFORMATION, QUALIFICATION AND RECOMMENDATIONS APPEARING ON THIS SITE; ANY SOFTWARE, TOOLS, TIPS, PRODUCTS, OR SERVICES OFFERED THROUGH, CONTAINED IN OR ADVERTISED ON THIS SITE; ANY LINK PROVIDED ON THIS SITE; ANY ACTS OR OMISSIONS OF THIRD PARTIES IN CONNECTION WITH THE OFFERING PRODUCTS OR SERVICES ON THIS SITE; AND YOUR ACCOUNT AND PASSWORD, WHETHER OR NOT VERBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THIS PROVISION SHALL SURVIVE THE TERMINATION OF YOUR RIGHT TO USE THIS SITE.

YOU ACKNOWLEDGE THAT YOU WILL BE FULLY LIABLE FOR ALL DAMAGES RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THIS SITE.

Your Orders

For DR Orders and Self-Service Orders (each defined below), Verba acts only as a service provider and does not purchase or sell any of the course materials, such as textbooks, listed on this Site (collectively, the “Materials”). Instead, Verba lists information about the Materials that can either be purchased from or sold to third parties (each, a “Verba Partner”) and collects payments on your behalf or on behalf of the Verba Partner in connection with your purchase and/or sale transaction (each, an “Order”). In addition to these Terms, your Orders may also be subject to terms and conditions of the Verba Partner selling or buying the Materials.

For 3PL Orders (defined below), Verba acts as the seller of the Materials to you.

Dynamic Rental Orders

By placing a Dynamic Rental order (a “DR Order”), you agree to package and ship all eligible Materials for delivery to the Verba Partner within 21 days of the DR Order (the “Delivery Deadline”) in accordance with the shipping instructions provided by Verba and to ship only Materials that conform to the Dynamic Rental Standards. Verba assumes no responsibility or liability for any Materials shipped in connection with a DR Order.

Upon receipt of your DR Order shipment, the Verba Partner will inspect the shipped Materials to confirm, in its sole discretion, that the Materials conform to the Dynamic Rental Standards (“Conforming Materials”). All Materials that the Verba Partner determines do not conform to the Dynamic Rental Standards (“Non-Conforming Materials”) will be shipped back to you by the Verba Partner at your sole cost and expense, which may be deducted from any amounts payable to you for the DR Order. Non-Conforming Materials will be shipped back to your mailing address on file with Verba, which you may change upon at least 30 days’ prior notice to Verba.

For all Conforming Materials delivered to the Verba Partner by the Delivery Deadline, you will be paid the Dynamic Rental price designated on the Site for such Conforming Materials (less any shipping and handling fees for the return of any Non-Conforming Materials). For all Conforming Materials delivered to the Verba Partner after the Delivery Deadline, you will be paid the going market price for such Conforming Materials as determined by the Verba Partner in its sole discretion (less any shipping and handling fees for the return of any Non-Conforming Materials).

Self-Service Online Sourcing Orders

By placing a Self-Service Online Sourcing Order (each, a “Self-Service Order”), you agree that you are purchasing Materials from a Verba Partner. Self-Service Orders are subject to the Verba Partner’s terms and conditions of sale, including, without limitation, the refund policies set forth therein. For Self-Service Orders from certain Verba Partners, Verba may process payments and/or refunds on behalf of the Verba Partner. Verba assumes no responsibility or liability for any Materials shipped or stored in connection with a Self-Service Order.

3PL Consolidated Online Sourcing Orders

By placing a 3PL Consolidated Online Sourcing order (a “3PL Order”), you agree that you are purchasing Materials from Verba (“3PL Materials”). 3PL Orders are subject to Verba’s terms and conditions of sale set forth at the time of your Order.

In addition to the marketplace purchase price for the 3PL Materials, you agree to pay Verba a per item inbound/outbound processing fee and freight fees, which will be identified before the 3PL Order is placed. As of June 30, 2015, total fees for continental US shipments are $4.00 per unit, and $7.00 per unit for Canada, Alaska and Hawaii.

The 3PL Materials will be shipped to the facilities of a Verba Partner for storage until you request the shipment of your 3PL Order to a designated address (a “3PL Shipment”). A 3PL Shipment request must be made in writing, and upon such request, you agree to pay Verba a per item outbound sourcing fee and freight fees, which will be identified by Verba in its confirmation of your 3PL Shipment request.

Any credits accrued to you for cancelled items in a 3PL Order shall be held on account and applied toward your next 3PL Order; provided that you may be issued a refund for any outstanding credits accrued for over 90 days.

Order Limits

Verba may, in its sole discretion, limit the individual or aggregate balance payable on your Orders through the Site (an “Order Limit”). If you place an Order but have reached an Order Limit set by Verba, Verba will notify you and any portion of such Order exceeding the Order Limit will be placed on temporary hold until sufficient payment has been received from you so that the aggregate balance payable on your Orders is below the Order Limit.

Late Payments

Should payment in full of any amount payable to Verba (including any amounts payable to Verba on behalf of Verba Partners) under these Terms not be received by Verba on the date such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day, or the maximum rate permitted by applicable law, whichever is less. If any payment due to Verba is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees. All payment obligations will survive the termination of these Terms.

Revisions and Errata

The information appearing on the Site could include technical, typographical, or photographic errors. As noted above, Verba does not warrant that any of the information on the Site is accurate, complete, or current. Verba may make changes to the information contained on the Site at any time without notice. Verba does not, however, make any commitment to update the information.

User Disputes and Indemnification

You are solely responsible for your interactions with third parties, including Verba Partners or other Verba users, in connection with your use of the Site and the Services. Verba reserves the right, but has no obligation, to monitor disputes between you and such third parties.

Notwithstanding any provision set forth in a Separate Subscription Agreement, you agree to defend, indemnify, and hold harmless Verba, its officers, employees, affiliates and agents (the “Verba Indemnified Parties”) against and from all claims, suits, judgments, losses, damages, fines or costs (including reasonable attorneys' fees and expenses) resulting from or arising out of (i) your breach of these Terms, including without limitation any representation or warranty contained herein; (ii) your access to or use of the Site and/or Services; (iii) your provision to any Verba Indemnified Party of information or other data; (iv) your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; (v) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights; or (vi) any Materials you purchase or sell through the Site and/or Services. Your obligations under this paragraph will survive the termination of these Terms.

The Verba Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any claim as to which you are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any claim without the prior written consent of the concerned Indemnified Parties.

Electronic Signature and Contracts

YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND PURCHASES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.

Governing Law

Unless otherwise set forth in a Separate Subscription Agreement, by using the Site and Services, you expressly agree that the laws of the State of California govern these Terms and your use of the Site and Services, without regard to principles of conflict of laws. Your use of the Site and Services may also be subject to other local, state or federal laws.

Disputes

Any dispute relating in any way to your use of the Site and Services shall be submitted to confidential arbitration in San Francisco, California, except that, to the extent you have in any manner violated or threatened to violate Verba's intellectual property rights, Verba may seek injunctive or other appropriate relief in any state or federal court in the State of California, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous

These Terms constitute the entire agreement between you and Verba and govern your use of the Site and Services, superseding any prior agreements between you and Verba except for any Separate Subscription Agreement currently in effect. You may also be subject to additional terms and conditions that may apply when you use third party content or third party software. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Verba's failure to enforce any right or provision in these Terms will not constitute a waiver of such provision, or any other provision of these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Verba will not be responsible for failures to fulfill any obligations due to causes beyond its control. No agency, partnership, joint venture or employment is created as a result of these Terms. All provisions of these Terms which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, payment obligations, indemnification, and limitations of liability.